Independent
Tenure on this board
9.1 yrs
11 nominees · 3 ballot items.
Election of eleven directors; advisory approval of named executive officer compensation (“Say-on-Pay”); and ratification of RSM US LLP as independent registered public accounting firm.
Elect eleven directors to the Board, each to serve for a one-year term until the 2027 Annual Meeting.
Advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the compensation paid to the named executive officers as detailed in the proxy statement, including the CD&A and compensation tables. Management seeks this advisory vote to obtain shareholder feedback on executive pay practices, noting its compensation program emphasizes performance‑based pay (50% of LTIP performance-based, significant EAIP weighting), alignment with shareholder interests through equity awards, and governance safeguards (clawback policy, stock ownership guidelines, independent consultant). The board recommends a “FOR” vote arguing the program attracts and retains talent, aligns pay with company strategy and performance, and that recent results (post‑Northway acquisition) support the compensation outcomes. As an advisory vote, it is not binding but the Compensation Committee will consider the outcome in future decisions; context includes strong prior shareholder support for Say‑on‑Pay and recent compensation changes tied to acquisition integration and frozen DCRP replaced with increased EAIP/LTIP targets.
Ratify appointment of RSM US LLP as the Company's independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FRANKLIN RESOURCES INC | 9.19% | 1,554,081 | $74M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 4.72% | 798,117 | $38M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.51% | 762,693 | $36M |
| 4 | BlackRock, Inc. | 4.16% | 702,999 | $33M |
| 5 | FMR LLC | 3.57% | 603,242 | $29M |
| 6 | BlackRock, Inc. | 3.21% | 542,935 | $26M |
| 7 | STATE STREET CORP | 3.03% | 512,748 | $24M |
| 8 | FMR LLC | 2.90% | 490,450 | $23M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.18% | 368,306 | $17M |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 1.52% | 256,394 | $12M |
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